H2O: Just Add Water Sea Change
by Dominican Girl
Summary: This is an exact recount of the season 2 episode Sea Changes. It's in third person, but it focuses on Lewis and Cleo. It starts about midway through, when Cleo leaves her message for Lewis at the beach.


**Hi, people. This is my first.....well, it isn't really a fanfiction; more like an exact recount of episode 25 of season 2: Sea Changes. It's in third person, but I did give them some thoughts when I was writing for them. This starts around the middle of the episode, when Cleo leaves Lewis the message. Ah! I remember! I did write a little bit of a drabble fter he pulls her out of the cave later on. It's only about the boat.  
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**Disclaimer: I own nothing of H2O. *sob* However, I DO own the little boat scene-drabble, and the thoughts of Clep and Lewis, since this episode had no thought-voice-overs. That one is all me. No suing, please. Thanks! =D  
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"_Hey, you've called Lewis. Please leave me a message. BEEP!_"

Cleo gazed at her phone sadly; she had counted on Lewis. After all, she hadn't really believed Charlotte when she'd told her that Lewis didn't want to see her anymore. But apparently, he didn't. With a choked sob, Cleo left him a message.

"Lewis," She began, her voice breaking. "You really let me down." Her throat closed on her, and it grew harder to speak. "I always thought that you were on my side, and I was on yours. I thought, deep down, that you…um," she swallowed, trying to keep the hole in her chest from growing. "Still cared for me." She sniffled, fighting tears. "I guess I was wrong." Exotic green eyes blinked away the waterfall, and she hung up.

Cleo stood up resolutely. She would run away. Lewis was ignoring her, Charlotte had stolen her necklace, and her family was angry with her; she couldn't take it anymore.

_I'll go to Mako Island,_ she thought, casting a glance out at sea before looking quickly behind her to make sure no one was watching. Without a second glance back, she ran into the water and dove in, swimming full speed for Mako Island.

~:(:-:):~

Emma and Rikki were perilously close to her hiding place; Cleo sank deeper in the water, behind her wall of coral. Both of her friends swam up to each other, shrugging; obviously, they were looking for her. Cleo swam forward a little, hiding behind a new wall of coral. She watched her friends decide to give up before they sped away. She was truly alone as she swam away, deeper into Mako's reef.

{=}

Lewis sat at the JuiceNet café, struggling to figure out where his phone had disappeared to. He'd had it the day before; he _knew_ he did, but he couldn't find it. Charlotte came up to his booth, saying, "Any luck?" as she slid in beside him.

"No," he said, dumbfounded. "It's weird; I _know_ I had my phone on me yesterday…" Charlotte looked forward, then back at him.

"So….you haven't spoken to Cleo today?"

"No." Lewis shook his head, upset that he hadn't.

Charlotte suddenly leaned over and gave him a kiss on the cheek.

"What was that for?" He asked, smiling slightly.

"No reason," Charlotte smiled. "I get us some juices?"

"Yeah?"

"My treat." She said, smiling again as she left the booth.

Lewis smiled a little as his girlfriend went to get their drinks.

But as soon as Charlotte left the table, he heard a familiar beep. His phone! But….that couldn't be right….the sound was coming from Charlotte's bag. Checking to make sure she didn't see, Lewis slipped his fingers in the outer pocket, and grabbed the familiar metal.

_Charlotte_ had taken his phone? Frowning, Lewis pushed the button to his voicemail, and pressed the phone to his ear. Immediately, Cleo's voice spilled over the receiver.

"_Lewis, you really let me down." _Her voice was choked, like she was holding back tears. _Cleo?_

"_I always thought that you were on my side, and I was on yours." _Lewis quickly glanced up to make sure that Charlotte didn't see his heart breaking. _Cleo…._

"_I thought, deep down, that you….um…—_" He clicked the message off. Cleo. Cleo was hurting, and he hadn't known. He stared at the device, as if she would call him any minute. Realization hit him in the face—_Charlotte_ had done this. It was her fault Cleo was hurting. _Charlotte_ had made him promise to stay away from her. And now Cleo was upset and in tears, by the sound of her message. His mouth set in a firm line of anger and betrayal. Charlotte was _definitely_ not the one for him. Especially if being with her meant he couldn't see Cleo, and stealing his phone so he wouldn't get her calls.

The sound of beads tumbling together pulled him to the real world; Emma and Rikki strode over to him, and he stood up immediately.

"What's up?"

"It's Cleo." Rikki said bluntly. "She's missing."

Ice flooded his stomach, and Lewis followed his friends out. Charlotte called his name, a bewildered look on her face as he left. He gave her a swift, angry glance before leaving her behind.

{=}

"She didn't come home last night," Lewis told Max as they walked up from the beach to the elderly man's house. "If you know Cleo, you know that's really unusual." He swallowed. "Emma and Rikki have looked everywhere for her….You're the only one I could think of who could help, Max."

"Me? How?" Max's gravelly voice asked.

"Look, I should've listened to you….when you told me to hold onto her; I understand now." Lewis said desperately. "Please, I…I need to find her. Have you got any ideas?" Lewis asked hopefully.

"Ah, Lewis; it's a big ocean out there. She could be anywhere."

"She's been finding it hard to be a mermaid and a normal girl," Lewis added, thinking it might help.

Max blinked sadly. "Just like Gracie. She grew unhappy with being a mermaid……It's not easy to find a balance between the two worlds. For some, it's impossible."

~:(:-:):~

Cleo swam slowly over the sandy bottom, coming up to stop by a reef. A swooshing through the water made her turn around; a shark was swimming _very_ close by. Much too close for her comfort. Frantically, Cleo swam away, finding a cave to slip into.

{=}

"So, where did Gracie go when she didn't want to be found?" Lewis asked, placing his bag down on Max's shaded table.

"Out near Drayton's Reef. Off there, north of Mako Island."

"Drayton's Reef?...." Lewis said, confused. "That's a shark breeding ground." He said, bewildered at Gracie's hiding place.

"Yeah, but she might be there," Max said, his brow furrowed in worry.

Panic flooded Lewis' mind; what if she was attacked? Lost? Or….he couldn't bring himself to think it.

"What if she is?" Lewis said, suddenly certain of where Cleo might be.

"She could be in trouble. If she's weak, the sharks can sense that." Lewis frowned, thinking it over, trying to come up with a plan to save Cleo. "I better go," he said quickly, casting Max a serious look before he turned.

"Hold on," Max said, holding out a pail of dead fish as an offering. _Perfect,_ Lewis thought, taking the handle form the elderly man.

~:(:-:):~

Terrified, Cleo shrank back behind the coral of her hiding place as the shark swam by her, seeming to get closer each time. She looked up when it had gone, seeing only more sharks near the surface. There was no escape.

{=}

Lewis hurried down the dock, the bucket of dead fish from Max in his right hand. A sudden voice behind him called his attention, but he ignored it.

"There you are!" Charlotte called, following him down the pier. "Uh, where are you going?" she asked, irritated.

"Cleo's missing; I'm going to find her." Lewis said, stopping at the end of the ramp and turning to face the red-head.

"Well, we had an agreement," Charlotte said authoritively, resting her weight on her right hip, right hand placed defiantly on the railing. "You weren't going to talk to them anymore."

Lewis ignored her, saying instead, "Why did you steal my phone?"

The angry look slid of Charlotte's face, turning into shock and slight guilt.

"I found it in _your_ bag." Lewis continued, eyeing her disgustedly.

"I didn't steal it, I just….kept it from you so that you wouldn't be distracted…" Charlotte lied quickly, her fingers flying up to touch the necklace she had stolen from Cleo guiltily.

Lewis eyed it and said, "Did she really just give you that?" He glared at her, raising his eyes brows in a non-joking manner when he added, "Be honest with me."

"Of course not," The red-haired girl scoffed. "I made her."

Lewis held his temper under control; she had hurt Cleo. She had hurt the one girl Lewis truly cared about. "And what's that supposed to mean?" He demanded, barely restraining from blowing his top.

Charlotte turned ugly, becoming arrogant and boastful, both hands sitting cockily on her hips. "It means she lost, Lewis." Her lips twisted into a smile that sent shivers down his spine. "In more ways than one."

Lewis measured her up, glaring at her intently before turning without a word to the boat and busied himself with getting ready to leave.

The evil grin slid off the witch's face as she walked after him. "Don't do this Lewis. If you leave, that's it. Understand?" She ruled, thinking he would obey without question.

Lewis ignored her, untying the rope and throwing it into the boat.

"You know, you can't have it both ways, Lewis." Charlotte said coldly. "You're going to have to choose." She said, her confidence rising before she added, "It's her or me."

Lewis looked up at her, disgusted. "There really is no choice, Charlotte." He said indifferently. "I never want to see you again."

Charlotte's face crumpled into hurt; she looked so vulnerable. "What, so you're dumping me?"

The blonde boy started the boat's motor. "Absolutely." He said with a small nod. He turned away, and flew off in the motor boat, away from Charlotte and towards the girl he loved.

~:(:-:):~

The shark was even _closer _ now, if that was possible. It watched her in its eerie, slow, threatening way. Cleo fought invisible tears, clinging to the reef wall for dear life, her tail hidden in the cave. The sharks swam over head, and she knew her waiting was coming to a close—either she would escape, or she wouldn't.

{=}

Lewis slowed the boat, cut the motor, and quickly grabbed the bucket of dead fish and squid, dumping all its contents into the water to draw the sharks away. Throwing down the metal can, he sat down, brought the engine to life with a roar, and sped off to find Cleo.

~:(:-:):~

The sharks were swimming rapidly away from her, but Cleo worried that they would be back. Terrified, she clung onto the living rock for safety, afraid to venture any further out than she was.

{=}

Lewis cut the engine again, threw the anchor unceremoniously out into the water, and put on his goggles and snorkel. Without hesitating, he leaped into the water, grabbing the rope as a means of getting deeper into the liquid darkness. When he hit a reef, he swam up over it, looking around. There, ahead, an arm waved in the water. _Cleo_! Lewis swam straight for her, his heart pounding as he realized that she was fine. He stopped right in front of her, and he watched her eyes flash in fear and hurt. He offered his hand.

Cleo glanced uneasily and afraid at his hand, unsure. He gazed back at her, willing her to take it. She looked intently back into his eyes, and gave him a small smile, hesitating for a moment before she let her small hand lay in his. He closed his fingers around her wrist, stroking the back of her hand comfortingly with his thumb. She smiled at him, and her other hand grasped his wrist. Lewis pulled the mermaid out of the cave, and together, they swam to the surface.

They broke through, and Lewis wasted no time in scrambling up out of the water and into the boat, ripping off his gear and reaching back down for Cleo's arms. He grasped her hands, wrapping another arm around her waist, and pulled her up to safety. Immediately, she dried and her tail separated into two tanned, brown legs again. He started the boat, and drove it to Mako Island's beach.

~:(:-:):~

Lewis walked over to her after pulling the boat up. She held her knees up to her chest, her chin resting on top. The blonde sat down beside her, wiping sand off his left hand. She stared straight ahead and then turned to him.

"Why'd you come after me, Lewis?" She asked quietly.

"Why do you think?" He asked rhetorically. He licked his lips briefly before continuing. "I made a big mistake. I never should have agreed to not seeing you." He said, shaking his head a little to emphasize his point. Cleo had looked away, and was watching the ocean.

Lewis swallowed and said, "You mean everything to me." Cleo looked down at the sand, asking, "What about Charlotte?' Her voice was slightly cold and hurt. Lewis blinked, saying, "I broke up with her." Cleo looked at him , taking deep breath and smiling a little to herself as she turned forward to stare at the ground again.

"We broke up." He said again, clarifying. He shrugged slightly, and turned back to her. "It was never going to work."

"No?"

"No." He agreed, shaking his head.

He felt Cleo's eyes on him before she looked away, breathing deeply, before saying, "Took you long enough to realize." She looked at him with a slightly irritated, a little smug look.

Lewis raised his eyebrows and said, shrugging, "Sometimes I'm a little slow." He looked at her. "But, I realized that you were right." He nodded slightly, making eye contact with her, and continued. "In your message, I let you down, and I am so sorry," he looked at the sand between them. When Cleo looked down, he added, " I never want to do that again." He looked at her face , gazing intently at her green eyes. She looked at him right as he looked away, and gave him a small smile.

"It's just us." He added, making eye contact with her. "You and me?" He raised his eyebrows briefly. "If you want it."

She looked at her feet, the corners of her lips pulling up in a minute smile. "You mean as friends?" she asked, a sly grin working over her lips.

Lewis scrunched up his nose and mouth for half a second, turning to look at her again. "I mean a lot more than friends." He said, nodding.

Cleo smiled like she was trying to keep it off her face but couldn't. She looked at him from under her eye lashes before looking down. Lewis' lips curved into a crooked smile, and he leaned in to kiss her. She closed her eyes, and pressed her lips to his for a brief moment. Then she pulled away, giving him a slight coy smile. Lewis smiled and looked away. After a short hesitation, he slipped his arm around her waist, and she leaned on his shoulder, lips curved into a sweet smile.

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**Review, please. And don't be afraid to tell me if it sucked. It probably did. Thanks! -DG  
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